Fathom Holdings (NASDAQ: FTHM) closes $2.00 share equity offering

Rhea-AI Filing Summary

Fathom Holdings Inc. entered into an underwriting agreement with Roth Capital Partners to sell 3,000,000 shares of its common stock at a public offering price of $2.00 per share, less underwriting discounts and commissions. The company also granted the underwriter a 45-day option to buy up to an additional 450,000 shares at the same terms. The offering closed on September 22, 2025, and Fathom received approximately $5.4 million in net proceeds, excluding any over-allotment shares. In connection with the deal, all board members and certain officers signed 90-day lock-up agreements. The shares were issued under an effective Form S-3 shelf registration and related prospectus supplement.

Insights

Equity Capital Markets Analyst

Fathom raises about $5.4M via underwritten stock sale.

Fathom Holdings Inc. sold 3,000,000 common shares at a public offering price of $2.00 per share under an underwriting agreement with Roth Capital Partners. The structure includes a 45-day over-allotment option for up to 450,000 additional shares on the same terms, which can expand the transaction size if exercised.

The company reports receiving approximately $5.4 million in net proceeds from the base offering after underwriting discounts and estimated expenses. This represents new primary capital to the issuer, while any future over-allotment exercise would add incremental proceeds. The transaction relies on an effective Form S-3 registration statement and a dated prospectus supplement.

Board members and certain officers agreed to 90-day lock-up arrangements, limiting insider sales for that period. Actual market impact and any use of proceeds are not detailed in the excerpt, so the investment significance depends on future operational performance and subsequent disclosures rather than this financing step alone.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 19, 2025

FATHOM HOLDINGS INC.

(Exact name of registrant as specified in its charter)

	North Carolina
	(State or other jurisdiction of incorporation)
001-39412		82-1518164
(Commission File Number)		(IRS Employer Identification No.)

2000 Regency Parkway Drive, Suite 300, Cary, North Carolina 27518

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code 888-455-6040

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, No Par Value	FTHM	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Item 1.01. Entry into a Material Definitive Agreement.

On September 19, 2025, Fathom Holdings Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) between the Company and Roth Capital Partners, LLC, as the sole manager of the offering (the “Underwriter”). Pursuant to the Underwriting Agreement, the Company agreed to sell 3,000,000 shares of the Company’s common stock, no par value (“Common Stock”), to the Underwriter at a public offering price of $2.00 per share, less underwriting discounts and commissions. Additionally, the Company has granted the Underwriter a 45-day option to purchase up to an additional 450,000 shares at the same public offering price and underwriting discount (the “Over-allotment Option”).

In connection with the execution of the Underwriting Agreement, each member of the Company’s Board of Directors (the “Board”) and certain Company officers entered into 90-day “lock-up” agreements in substantially the form included in the Underwriting Agreement as Exhibit A.

The Underwriting Agreement contains customary representations, warranties, and covenants of the Company and the Selling Shareholder and also provides for customary indemnification by each of the Company, the Selling Shareholder, and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The offering closed on September 22, 2025. The Company received approximately $5.4 million in net proceeds from the offering (excluding the Over-allotment Option), after deducting underwriting discounts and commissions and estimated offering expenses.

The sale of the Common Stock was made pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-276318), including a prospectus supplement dated September 19, 2025, to the prospectus contained therein dated January 11, 2024, filed by the Company with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

A copy of the opinion of Wyrick Robbins Yates & Ponton LLP relating to the legality of the issuance and sale of the Common Stock is attached as Exhibit 5.1 hereto.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.

Item 8.01. Other Events.

On September 18, 2025, September 19, 2025, and September 22, 2025, the Company issued press releases announcing the offering, pricing, and closing of the offering, respectively. Copies of the press releases are attached hereto as Exhibits 99.1, 99.2, and 99.3 respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)            Exhibits

Exhibit No.		Description
1.1		Underwriting Agreement, dated September 19, 2025, by and among the Company, the Selling Shareholder named therein and Roth Capital Partners, LLC.
5.1		Opinion of Wyrick Robbins Yates & Ponton, LLP.
23.1		Consent of Wyrick Robbins Yates & Ponton, LLP (included in the opinion field as Exhibit 5.1).
99.1		Press Release, dated September 18, 2025.
99.2		Press Release, dated September 19, 2025.
99.3		Press Release, dated September 22, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FATHOM HOLDINGS INC.
Date: September 22, 2025	/s/ Marco Fregenal
	Marco Fregenal
	Chief Executive Officer

FAQ

What equity offering did Fathom Holdings Inc. (FTHM) announce in this 8-K?

Fathom Holdings Inc. entered into an underwriting agreement to sell 3,000,000 shares of its common stock at a public offering price of $2.00 per share, less underwriting discounts and commissions.

How much cash did Fathom Holdings Inc. receive from the stock offering?

The company reports receiving approximately $5.4 million in net proceeds from the offering, after underwriting discounts and commissions and estimated offering expenses, and excluding any proceeds from the over-allotment option.

Is there an over-allotment option in the Fathom Holdings (FTHM) offering?

Yes. Fathom granted the underwriter a 45-day option to purchase up to an additional 450,000 shares of common stock at the same $2.00 public offering price and underwriting discount.

Which firm acted as underwriter for the Fathom Holdings stock sale?

Roth Capital Partners, LLC served as the sole manager and underwriter for the offering under the underwriting agreement dated September 19, 2025.

Were Fathom Holdings directors and officers subject to a lock-up in this transaction?

Yes. Each member of the board of directors and certain company officers entered into 90-day lock-up agreements in substantially the form attached as Exhibit A to the underwriting agreement.

Under what registration statement was the Fathom Holdings offering conducted?

The sale of common stock was made under Fathom's Registration Statement on Form S-3 (Registration No. 333-276318), using a prospectus dated January 11, 2024 and a prospectus supplement dated September 19, 2025.